SecProbe.io

CORRESP
 1
 filename1.htm

 May 20, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Oyster Enterprises II Acquisition Corp

 Registration Statement on Form S-1

 Filed May 6, 2025, as amended
 File No. 333-286984

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), BTIG,
LLC, as the representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the
above-captioned Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. ET on May 21, 2025, or as soon
as thereafter practicable.

 Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you
that, through May 20, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in
the distribution of the security, as many copies, as well as "E-red" copies of the preliminary prospectus dated May 20, 2025,
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 /s/ Paul Wood

 Paul Wood

 Managing Director, Co-Head of SPAC Investment Banking

CORRESP
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 filename1.htm

 OYSTER ENTERPRISES II ACQUISITION CORP

 801 Brickell Avenue

 8th Floor

 Miami, Florida, 33131

 May 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Benjamin Holt, Brigitte Lippmann, Ameen Hamady, and Jennifer Monick

 Re:
 Oyster Enterprises II Acquisition Corp

 Registration Statement on Form S-1

 Filed May 6, 2025, as amended
 File No. 333-286984

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Oyster Enterprises II Acquisition Corp hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:30 p.m. ET on May 21, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Mario Zarazua

 Mario Zarazua

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

December 20, 2024
Mario Zarazua
Chief Executive Officer
Oyster Enterprises II Acquisition Corp
801 Brickell Avenue
8th Floor
Miami, FL 33131
Re:Oyster Enterprises II Acquisition Corp
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 9, 2024
CIK No. 0002042182
Dear Mario Zarazua:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 4, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted December 9, 2024
Competitive Strengths, page 11
1.We note your response to prior comment 4. In this section and on page 119, also
disclose that Oyster I was liquidated in December 2022.

December 20, 2024
Page 2
            Please contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295
if you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-3713 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser

December 4, 2024
Mario Zarazua
Chief Executive Officer
Oyster Enterprises II Acquisition Corp
801 Brickell Avenue
8th Floor
Miami, FL 33131
Re:Oyster Enterprises II Acquisition Corp
Draft Registration Statement on Form S-1
Submitted November 7, 2024
CIK No. 0002042182
Dear Mario Zarazua:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted November 7, 2024
Cover Page
1.Please reconcile the inconsistency in your statement, "Except for taxes, the proceeds
placed in the trust account and the interest earned thereon are not intended to be used
to pay for possible excise tax or any other fees or taxes that may be levied on the
Company pursuant to any current, pending or future rules or laws, including without
limitation any excise tax due under the Inflation Reduction Act of 2022 on any
redemptions or stock buybacks by our company."

December 4, 2024
Page 2
Sponsor Information, page 6
2.Please revise the disclosure outside of the table on pages 6-7 to describe the extent to
which the cashless exercise of private placement warrants may result in a material
dilution of the purchasers' equity interests. See Item 1602(b)(6) of Regulation S-K.
3.Please revise the table on pages 9-10 to disclose the lock-up agreement with the
underwriter. See Item 1603(a)(9) of Regulation S-K.
Competitive Strengths, page 11
4.Where you describe your management team's deal experience, please also describe the
experience in organizing special purpose acquisition companies, such as Oyster I. See
Item 1603(a)(3) of Regulation S-K.
Summary of Risk Factors, page 46
5.Please revise the eighth summary risk factor on page 47 to clarify that the purpose of
the structure is to provide anti-dilution protection to the initial shareholders.
6.Please add a summary risk factor highlighting the risks related to the non-managing
sponsor investors' expression of interest, as disclosed on pages 85-86.
We may not be able to complete an initial business combination . . ., page 74
7.With a view toward disclosure, please tell us whether your sponsor has any members
who are a non-U.S. person.
Dilution, page 104
8.Please amend your prospectus to provide outside of your dilution tables each material
potential source of future dilution following your registered offering, including
sources not included in the table with respect to the determination of net tangible book
value per share, as adjusted. By way of example, we note that up to $1.5 million of
loans made by your sponsor, officers and directors, or affiliates to or in connection
with your initial business combination may be convertible into units at a price of
$10.00 per unit at the option of the lender. Refer to Item 1602(c) of Regulation S-K
            Please contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295
if you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-3713 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser